Wikimedia Europe/Statutes

Statutes

PREAMBLE

We, the Wikimedia Affiliates seated in Europe, recognising the European values of democracy, peaceful coexistence, diversity, freedom of expression, respect for human dignity and human rights, recalling the values of the Wikimedia Movement and its powerful vision of a world in which every single human being can freely share in the sum of all knowledge, reaffirming the Wikimedia 2030 Movement Strategy Recommendations centred on increasing the sustainability of the Movement, ensuring equity in decision making, identifying topics for impact, and innovating on free and open knowledge, reinforcing the existing collaboration, partnership, mutual respect, and consensus-based governance practised in the framework of the Free Knowledge Advocacy Group EU, do hereby form and organise Wikimedia Europe.

FIRST PART – DENOMINATION – SEAT

Article 1 – Name and Form

Wikimedia Europe (also: WEU or the Organisation) is an International Non-Profit Association (Association Internationale Sans But Lucratif, AISBL or Internationale Vereniging Zonder Winstoogmerk, IVZW) and is governed by these statutes as Articles of Association (AoA) and the Code of Companies and Associations.

Article 2 – Seat of the Organisation

Wikimedia Europe is seated in the Brussels Capital Region in Belgium. It may be transferred to any other place in Belgium by a decision of the managing body, provided that such transfer does not require a change in the language of the articles of association in accordance with the applicable language legislation. The transfer will be announced in the Annexes to the Belgian Official Gazette.

SECOND PART – PURPOSE – OBJECT - DURATION

Article 3 – Purpose and object of the Organisation

(1) Wikimedia Europe is established for the purpose of providing a shared legal entity for and common platform of the Wikimedia organisations in Europe, and is part of the worldwide Wikimedia Movement. The community of European Wikimedians, represented within Wikimedia Europe through organisations as Members, stand surety for Wikimedia Europe being a custodian and procurator of the public interest.

(2) The main objectives of Wikimedia Europe are to foster collaboration between European Wikimedians, to thereby advance access to knowledge in Europe, to provide a public voice advocating a public interest internet, and to strive for freedom and fundamental rights in the digital era.

(3) The following is a non-exhaustive list of activities through which Wikimedia Europe is meant to achieve the purpose described above:

• (a) Wikimedia Europe will conduct advocacy activities towards the institutions of the European Union on behalf of its Members and in the interest of Wikimedia Movement and its mission to foster free knowledge and principles of free culture.
• (b) Wikimedia Europe will, for and on behalf of its members, organise and conduct fundraising to support free knowledge where the required efforts exceed capacities of the Members as individual entities in the Wikimedia Movement.
• (c) As far as it serves its purpose and resources allow, Wikimedia Europe will support its Members, entities and individuals in the Wikimedia Movement through training and capacity building, including but not limited to advocacy.

(4) In order to reach its purposes, Wikimedia Europe can draw on the full range of means of the legal person it is. This means, inter alia:

• (a) Wikimedia Europe can have rights and obligations transferred to it by natural or legal persons as well as institutions and other entities.
• (b) Wikimedia Europe can issue and answer tenders for all kinds of projects that are related to access to knowledge, fundamental rights on the internet and related topics.
• (c) Wiki Europe can amongst others by way of its resources acquired through fundraising activities support entities that are formally recognised as Affiliates by the Wikimedia Foundation and based in Europe for them to conduct activities advancing the mission movement. Wiki Europe can financially and organisationally support its Members in conducting activities furthering its purposes.
• (d) As far as it receives the capacity to do so, Wiki Europe can act on behalf of its Members other Wikimedia organisations, groups or initiatives or of the Wikimedia Movement as a whole, for example as a partner in collaborative projects, as a representative in the political arena or in other ways.
• (e) Wikimedia Europe can receive grants, prizes, allocations, contributions, donations and funds of any kind from Members and/or third parties.
• (f) Wikimedia Europe can disseminate grants, prizes, allocations, contributions, donations and funds of any kind to Members and/or third parties.
• (g) Wikimedia Europe can conclude any service agreement, partnership agreement or contract of any kind with Members and/or third parties, as may be needed or useful to achieve its purpose.
• (h) Wikimedia Europe can enter into contracts and agreements of any kind in order to hire staff.
• (i) Wikimedia Europe can cooperate with and assist other initiatives and/or organisations having a purpose similar to its purpose, as well as other regional and/or international initiatives and/or organisations. Wikimedia Europe can support and have interests in any other activities or legal entities which are similar or related to those defined above.
• (j) Wikimedia Europe can perform and develop its activities either in Belgium or abroad and may be member of or set up other non-profit entities with purposes related to those of Wikimedia Europe.

(5) Wikimedia Europe commits itself to conducting its activities in line with the principles, the overall vision and the strategy of the worldwide Wikimedia Movement.

Article 4 – Term of the Organisation

The term is not limited. The Organisation can be liquidated at any time.

THIRD PART – MEMBERSHIP

Article 5 – Principles and commencement of membership

(1) Wikimedia Europe consists of at least five Members. All Members must be legal entities that have a seat in a European country and are formally recognised as Affiliates within the Wikimedia Movement.

(2) New Members can be admitted on application, to be decided on by the Board through a simple majority vote. After the decision to admit a new Member is communicated to the Members, they can veto that decision. The veto is valid if at least one Member casts it and at least two other Members support it. If no veto is submitted within two weeks, a new Member is considered admitted.

(3) In addition to Members, the Organisation cooperates with other entities and non-incorporated structures as well as individuals from within the worldwide Wikimedia Movement. Particularly entities and persons in the Wikimedia Movement based in Europe, as demarcated by membership of the Council of Europe, are invited to participate in the General Assembly and provide feedback and remarks to the strategy of the Organisation.

Article 6 – Rights and obligations of Members

(1) Each Member has the right to be heard and the right of petition before all bodies of Wikimedia Europe, and is represented within the Organisation by an appointed person. If the Member fails to make or keep up to date the indication of its representative and details on how to contact them, the Member‘s voting rights are suspended starting with the next General Assembly after the outdatedness of the information becomes apparent to the Board.

(2) Each Member has the right to nominate before the Board delegates to working groups and advisory committees.

(3) Members may voluntarily contribute to the Organisation financially or in kind, however, financial contributions are not a condition of membership. Each Member able to contribute makes an annual pledge of the amount and transfers the pledged resources to the Organisation at their earliest convenience to ensure financial sustainability of the Organisation. They shall also strive in general to support Wikimedia Europe‘s sustainability and purpose.

Article 7 – End of membership

(1) Membership ends on resignation, exclusion or loss of Wikimedia Affiliate status.

(2) Resignation is possible at any time and is executed by giving proper notice to the Board. It does not remove obligations or voluntary commitments the leaving Member has for the current fiscal year according to the planned budget, the annual working plan or otherwise. Unless otherwise decided by the Board, the same applies if the membership ends due to other reasons than cancellation.

(3) Exclusion is possible upon decision by the General Assembly, based on the assessment that a grave misconduct occurred. The assessment of misconduct takes into consideration rules laid out in the Wikimedia Movement Charter. Such can be activities that put Wikimedia Europe at risk as an organisation or are in effect directed against its purpose. A decision on exclusion is taken by a qualified majority of ⅔. The Member in question cannot partake in such a decision but must be given at least two weeks notice and opportunity to explain matters to the General Assembly.

FOURTH PART – GENERAL ASSEMBLY

Article 8 – Composition and convening of the General Assembly

(1) All Members together form the General Assembly, which is the highest body of the Organisation. It convenes at least once per year for meetings which are held physically while also permitting remote participation by way of electronic means. Unless decided otherwise by the Board, this annual meeting is held in Prague, Czech Republic. The General Assembly convenes for additional meetings on request of at least five Members or the Board.

(2) Meetings of the General Assembly are quorate if they were validly convened, and are chaired by a person designated by the Board. A valid convening requires invitations to be sent out by the Board electronically at least one month before the intended meeting. At a meeting, decisions can be made only on matters that were indicated in the invitation in a sufficiently detailed fashion if the attendance falls below a threshold of two thirds of the Members. If two thirds or more of the Members are present they can modify the scope of the meeting.

(3) Annual meetings of the General Assembly are open to Wikimedia Affiliates and other movement stakeholders. The General Assembly may in particular seek input on strategy and planning from the non-member stakeholders in the Wikimedia Movement.

Article 9 – Authority of the General Assembly

(1) The General Assembly decides on all matters that are not by these statutes assigned otherwise. In particular its authority covers the following: Changes to these statutes by a majority of two thirds Election and dissolution of the Board as well as election of individual Board members Approval of the overall strategy Approval of annual statement of accounts, budget for the next fiscal year, and acquittal of the Board Approval of the planned annual budget Provision of feedback to the annual working plan Decision on the liquidation of the Organisation by a majority of two thirds of all Members

(2) The General Assembly is obliged to actively consider the feedback and other input, particularly on the strategy of the organisation, provided by Wikimedia Affiliates whose advice it requests.

Article 10 – Decisions of the General Assembly

(1) Decisions of the General Assembly are made at in-person meetings. Pursuant to Article 10:7/1 of the Code of Companies and Associations, the Board shall provide the Members with the opportunity to participate remotely in discussions and to cast their votes by way of electronic means of communication. Each Member has a single vote unless its voting rights have been suspended, which is counted as an abstention in all decisions made while the suspension lasts. Abstensions, blank and invalid votes are not counted as votes. Unless stated otherwise, majorities are calculated in relation to votes cast. A tie constitutes a rejection of the notion. In order to pass, a motion must have at least two votes in favour. The General Assembly may decide to carry out a vote through a secret ballot.

(2) The Board must put decisions of the General Assembly on permanent electronic record. They must be made available to all Members at least according to the procès-verbaux (PV).

FIFTH PART – BOARD

Article 11 - Composition and Election of the Initial Board

(1) The initial Board is composed of 5 representatives of Members appointed for the period of 2 years. 4 are elected by the General Assembly. One seat is reserved for a representative co-opted by the Initial Board after its Members are elected.

(2) The role of the initial Board includes but is not limited to establishing the Association and setting up its affairs, including seat and employment of the Staff and other related legal, contractual and financial obligations. Board members must present a declaration of no conflict of interest between their position in a Member organisation and that of a Board Member.

(3) The Initial Board: Presents the Annual Plan encompassing the activities described in point 2 of this Article under the approval of the General Assembly. Reports to the General Assembly on the progress in implementation of the Plan at least every quarter. Prepares an Assessment of the effectiveness of the structure and governance of the Association as laid out in the statutes, seeking input from the Members, which includes recommendations for any desired improvements, such as: Potential changes in the composition of the Board, taking into account the structure of the membership and any need of ensuring adequate representation of different capacities or regional distribution Potential changes in the inclusion of other Movement stakeholders in shaping the strategy of Wikimedia Europe Potential changes in the scope of activities of Wikimedia Europe Recommending new requirements for Board members

(4) The Initial Board takes its decisions by a simple majority vote. At a request of any Member of the Board, the Board can decide on a secret ballot vote.

(5) In case the appointed individual resigns from the function, supplementary elections are carried out at the closest General Assembly.

(6) Where not expressly indicated otherwise, the statutes apply for the Initial Board.

Article 12 – Composition and Election of the Board

(1) The Board consists of at least 3 Board members. By decision of the General Assembly the number of Board members can be increased by 2 or 4. Candidates for Board membership, to be eligible, must have the endorsement of at least one Member and present a declaration of no conflict of interest between their relation to any Member and their being on the Board. If a candidate is also a Member Representative in the meaning of Art. 6 (1), that Member can decide to withdraw the mandate as soon as their candidate is elected to the Board and appoint a new Representative.

(2) The Board is elected by the General Assembly for a term of two years and co-opts an additional Board member. The Board chooses one of its members as President of the Organisation. The Board can decide to assign titles of vice president or certain responsibilities by explicit title. At the end of its term the Board remains in acting capacity until a new Board is elected. The General Assembly can dissolve the entire Board by electing a new one.

(3) If a Board member steps down, is removed, or dies before their term ends, their position must be filled by election no later than at the next meeting of the General Assembly or, in the case of the co-opted Board member, by co-opting a new one in due time. If the number of Board members in office, including in acting capacity, drops to lower than three, a meeting of the General Assembly to elect substitute Board members or dissolve the Board must be initiated immediately.

(4) A member of the Board may be suspended by the Board in a justified cause by a two-thirds majority of the members present, excluding the member concerned. Any suspension can be appealed before the General Assembly, during which the suspended Board member will be called upon to present their defence. Upon hearing the arguments of the sides, the General Assembly can decide to dismiss the suspended Board Member, to reinstate them or to dissolve the whole Board and organise elections.

Article 13 – Authority of the Board

(1) The Board is authorised to represent Wikimedia Europe externally and act on its behalf. This authority covers the following:

• (a) Representation of the Organisation vis-a-vis authorities and other entities
• (b) Undertaking legal and contractual obligations on behalf of the Organisation
• (c) Forming an office of the Organisation, contracting its staff, delegating managing powers and daily management to staff and executing oversight
• (d) Undertaking financial obligations
• (e) Approval of transactions exceeding the amount determined in the Board’s internal rules of procedure upon recommendation of the Office
• (f) Election of one of its members
• (g) Dismissal of individual Board members following Article 12
• (h) Drafting of an overall strategy for approval by the General Assembly, and initiation of changes to it
• (i) Preparation of the annual budget for approval by the General Assembly
• (j) Drafting and execution of an annual working plan to implement the overall strategy, based also upon recommendations by staff and feedback by the General Assembly
• (k) Formation and cancellation of working groups and advisory committees

(2) The Board is jointly represented by the President and a second Board member it so designates. It can delegate parts of its authority to staff to an extent that preserves an effective oversight by the Board itself.

(3) The Board shall form an office of the Organisation by employing one or more staff to manage the Organisation’s affairs. By formation of the Office, the Board delegates at least the following of its authorities to executive staff: Representation of the Organisation vis-a-vis authorities and other entities Undertaking legal and contractual obligations on behalf of the Organisation Undertaking financial obligations and approval of transactions below the amount determined in the Board’s internal rules of procedure Realisation of the planned annual budget Execution of an annual working plan

(4) Working groups and advisory committees are formed by the Board. For their composition the Board shall take into account advice given and suggestions made by the General Assembly, staff, and external stakeholders. Especially the entities, groups, and individuals of the Wikimedia Movement are invited to indicate interest to be part of the Organisation’s working groups and advisory committees.

Art. 14 – Meetings and decisions of the Board

(1) The Board convenes as current affairs require upon invitation by the President. In case of personal incapability of the President or when no President is in office, any other Board member can invite. The Board’s meetings must allow for remote participation by way of electronic means. Board members must be given an opportunity to access all files and other records of the Organisation.

(2) Decisions of the Board are made either at in-person meetings or in an electronic circulation procedure. Board members have one vote each, but are excluded from voting on matters that concern their own individual status. Majorities are calculated in relation to votes cast and abstensions, blank and invalid votes are not counted as votes. In case of a tie of votes, the president's vote decides. If the president abstains, a tie constitutes a rejection of the notion. In order to pass, a motion must have at least two votes in favour.

(3) Meetings of the Board are quorate if they were validly convened, and are chaired by the President. In case of personal incapability of the President or when no President is in office, the participants appoint another Board member as chair. A valid convening requires invitations to be sent out in a way and at a time that ensures that the other Board members reasonably have the means and the time to take note and arrange for participation. At a meeting, decisions can be made only on matters that were indicated in the invitation in a sufficiently detailed fashion.

(4) An electronic decision procedure of the Board is initiated by a call sent out electronically by one Board member to all others. The procedure concludes as soon as either all Board members have cast their vote or five days have passed, not counting the day the call was sent. This period is halted as long as one or more Board members are unable to take note of the call, due to for example being on vacation, unless the inability is permanent or its duration yet unknown.

(5) The Board must put its own decisions on permanent electronic record. They must be made available to all Members at least according to the procès-verbaux (PV).

SIXTH PART – BUDGET AND ANNUAL STATEMENT

Art. 15 – Accounting year and annual statement

(1) The accounting year of the Organisation is the calendar year.

(2) Each year the Board shall present the annual statement of accounts of the ending fiscal year and the planned budget for the next fiscal year, for approval to the General Assembly in conformity with the Code of Companies and Associations. Upon approval of the annual statement of accounts and the budget the General Assembly pronounces and decides on the acquittal of the Board.

(3) The Board shall make sure the annual statement of accounts is deposited at the Clerk of the Court’s Office of the Enterprise Court where the file of association of the Organisation is kept, or if required by law, at the National Bank of Belgium, within thirty days following the approval.

Art. 16 – Budgeting

(1) The Organisation's budget must be planned and administered in adherence to the principles of diligent accountancy and targeted at austerity. This can also be done electronically.

(2) The Board shall no later than September of each year draft a planned budget for the following year. This planned budget must be presented to the General Assembly on January 15th the latest.

(3) If the General Assembly rejects the planned budget, operations continue on the basis of a preliminary budget until a revised budget is approved by the General Assembly. The preliminary budget allows for maximum monthly expenses of 1/12th of the last approved budget.

Art. 17 – Charitable purpose

(1) Any budget surplus, whether from donations or other sources, must be used to promote the purpose of the Organisation as laid down in the second part of these statutes.

SEVENTH PART – LIQUIDATION

Art. 18 – Liquidation

In a decision to liquidate the Organisation the General Assembly also appoints a liquidator and determines both the liquidator‘s authorities and the entity to receive remaining assets.

Art. 19 – Accrual of assets

In case of liquidation, the intellectual property rights previously transferred to the Organisation are transferred back to the previous rights holder or the respective successor. The remaining assets of the Organisation go to a charitable entity having purposes as similar as possible. If the General Assembly has not decided on the details for this, the decision is made by the competent court of law.

EIGHTH PART – GENERAL PROVISIONS

Art. 20 – Personal liability

As long as they do not go beyond what the law and statutes entitle them to, neither Members nor Board members are personally liable for conduct of the Organisation.

Art. 21 – Authoritative language

These statutes exist in both the English, French and Dutch languages. In the event of any differences in interpretation, the French text shall prevail.

Art. 22 – Forum clause

Anything not provided for in the current statutes will be regulated in accordance with the provisions of the Code of Companies and Associations. Litigation will be referred to Belgian tribunals.